SEC Filing | National Beverage Corp.

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

National Beverage Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:
2
NATIONAL BEVERAGE CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME: 2:00 P.M. (LOCAL TIME)
DATE: OCTOBER 9, 1998
PLACE: HYATT REGENCY HOTEL
ORLANDO INTERNATIONAL AIRPORT
9300 AIRPORT BOULEVARD
ORLANDO, FL 32827

At the Annual Meeting of Shareholders of National Beverage Corp. (the
"Company"), and any adjournments or postponements thereof (the "Meeting"), the
following proposals are on the agenda for action by the shareholders:

1. TO ELECT TWO DIRECTORS TO SERVE AS CLASS II DIRECTORS FOR A
TERM OF THREE YEARS.

2. TO APPROVE AN AMENDMENT TO THE COMPANY'S SPECIAL
STOCK OPTION PLAN TO INCREASE BY 160,000 SHARES THE
NUMBER OF SHARES ISSUABLE THEREUNDER.

3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

Only holders of record of common stock, par value $.01 per share, of
the Company, at the close of business on August 24, 1998 are entitled to notice
of, and to vote at, the Meeting.

A complete list of the shareholders entitled to vote at the Meeting
will be available for examination by any shareholder, for any proper purpose, at
the Meeting and during ordinary business hours for a period of ten days prior to
the Meeting at the corporate offices of the Company at One North University
Drive, Fort Lauderdale, Florida 33324, as well as at the Company's offices
located at 2221 Highway 44 West, Eustis, FL 32726.

A Proxy Statement, setting forth certain additional information, and
the Company's Annual Report accompany this Notice of Annual Meeting.

All shareholders are cordially invited to attend the Meeting in person.
Admittance to the Meeting will be limited to shareholders. Shareholders who plan
to attend are requested to so indicate by marking the appropriate space on the
enclosed proxy card. Shareholders whose shares are held in "street name" (the
name of a broker, trust, bank or other nominee) should bring with them a legal
proxy, a recent brokerage statement or letter from the "street name" holder
confirming their beneficial ownership of shares.

PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE addressed
to the Company, since a majority of the outstanding shares entitled to vote at
the Meeting must be represented at the Meeting in order to transact business.
Shareholders have the power to revoke any such proxy at any time before it is
voted at the Meeting and the giving of such proxy will not affect your right to
vote in person at the Meeting. Your vote is very important.

By Order of the Board of Directors,

Nick A. Caporella
Chairman of the Board of Directors,
Chief Executive Officer and President

September ____, 1998
Fort Lauderdale, Florida

PROXY STATEMENT

This Proxy Statement is furnished to shareholders of National Beverage
Corp., a Delaware corporation (the "Company") in connection with the
solicitation, by order of the Board of Directors of the Company (the "Board of
Directors"), of proxies to be voted at the Annual Meeting of Shareholders of the
Company to be held at the Hyatt Regency Hotel, Orlando International Airport,
9300 Airport Boulevard, Orlando, Florida 32827 on October 9, 1998, at 2:00 p.m.,
local time, or any adjournment or postponement thereof (the "Meeting"). The
accompanying proxy is being solicited on behalf of the Board of Directors. The
mailing address of the principal executive offices of the Company is P.O. Box
16720, Fort Lauderdale, Florida 33318. The approximate date on which this Proxy
Statement and the accompanying form of proxy were first sent to shareholders is
September ____, 1998.

Only holders of record of common stock, par value $.01 per share, of
the Company (the "Common Stock") at the close of business on August 24, 1998
(the "Record Date") are entitled to notice of, and to vote at, the Meeting.

A shareholder who gives a proxy may revoke it at any time before it is
exercised by sending a written notice to Joseph G. Caporella, Executive Vice
President and Corporate Secretary, at the address set forth above, by returning
a later dated signed proxy, or by attending the Meeting and voting in person.
Unless the proxy is revoked, the shares represented thereby will be voted as
specified at the Meeting or any adjournment or postponement thereof.

The Annual Report of the Company for the fiscal year ended May 2, 1998
(the "Annual Report") is being mailed with this Proxy Statement to all holders
of record of Common Stock. Additional copies of the Annual Report will be
furnished to any shareholder upon request.

Any proposal of a shareholder intended to be presented at the Company's
1999 Annual Meeting of Shareholders must be received by the Company for
inclusion in the Proxy Statement and form of proxy for that meeting no later
than June 10, 1999.

SECURITY OWNERSHIP

PRINCIPAL SHAREHOLDERS
- ----------------------

Each holder of Common Stock is entitled to one vote for each share held
of record at the close of business on the Record Date. As of such date,
18,498,088 shares of Common Stock were outstanding. As of the Record Date, the
only persons known by the Company to own of record or beneficially more than 5%
of the outstanding Common Stock were the following:

AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL
OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP PERCENT OF CLASS
- ------------------- -------------- ---------- ----------------

Nick A. Caporella Common Stock 14,267,304(1) 77.1%
One North University Drive
Fort Lauderdale, Florida 33324

IBS Partners Ltd. Common Stock 13,875,936 75.0%
Three Riverway, Suite 440
Houston, Texas 77056

(1) Includes 13,875,936 shares owned by IBS Partners Ltd. ("IBS").
IBS is a Texas limited partnership of which Mr. Caporella is
the sole general partner. By virtue of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"),

Mr. Caporella would be deemed to beneficially own the shares
of Common Stock owned by IBS. Also includes 10,000 shares held
by the wife of Mr. Caporella, as to which Mr. Caporella
disclaims beneficial ownership.

MANAGEMENT
- ----------

The table below reflects as of August 24, 1998 the number of shares of
Common Stock beneficially owned by the directors and each of the executive
officers named in the Summary Compensation Table hereinafter set forth, and the
number of shares beneficially owned by all directors and executive officers as a
group:

AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------ -------------------- ----------------

Nick A. Caporella 14,267,304 (1) 77.1%

Joseph G. Caporella 81,700 (2) *

Samuel C. Hathorn, Jr. 18,120 (3) *

S. Lee Kling 78,000 (4) *

Joseph P. Klock, Jr. 16,000 (5) *

Robert S. Spindler 500 *

George R. Bracken 10,700 (6) *

Dean A. McCoy 25,300 (7) *

All executive officers and directors 14,497,624 (8) 78.4%
as a group (8 in number)

*Less than 1%
(1) Includes 13,875,936 shares held by IBS. Mr. Caporella is the
sole general partner of IBS. Also includes 10,000 shares held
by the wife of Mr. Caporella, as to which Mr. Caporella
disclaims beneficial ownership.
(2) Includes 81,200 shares issuable upon exercise of currently
exercisable options.
(3) Includes 8,000 shares issuable upon exercise of currently
exercisable options.
(4) Includes 2,000 shares issuable upon exercise of currently
exercisable options.
(5) Includes 10,000 shares issuable upon exercise of currently
exercisable options.
(6) Includes 4,400 shares issuable upon exercise of currently
exercisable options.
(7) Includes 24,800 shares issuable upon exercise of currently
exercisable options.
(8) Includes 146,400 shares issuable upon exercise of currently
exercisable options.

Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission"). Executive officers, directors and greater than ten percent (10%)
beneficial owners are required by regulation of the Commission to furnish the
Company with copies of all Section 16(a) forms so filed.

Based solely upon a review of the Forms 3, 4 and 5 and amendments
thereto and certain written representations furnished to the Company, the
Company believes that, during the fiscal year ended May 2, 1998, its executive
officers, directors and greater than ten percent (10%) beneficial owners
complied with all applicable filing requirements.

QUORUM AND VOTING PROCEDURE
- ---------------------------

The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum. Votes cast by proxy or in person at the
Meeting will be tabulated by the inspectors of elections appointed for the
Meeting and will be counted in determining whether or not a quorum is present. A
proxy submitted by a shareholder may indicate that all or a portion of the
shares represented by such proxy are not being voted by such shareholder with
respect to a particular matter ("non-voted shares"). This could occur, for
example, when a broker is not permitted to vote shares held in "street name" on
certain matters in the absence of instructions from the beneficial owner of the
shares. Non-voted shares with respect to a particular matter will not be
considered shares present and entitled to vote on such matter, although such
shares may be considered present and entitled to vote for other purposes and
will be counted for purposes of determining the presence of a quorum. Shares
voting to abstain as to a particular matter and directions to "withhold
authority" to vote for directors will not be considered non-voted shares and
will be considered present and entitled to vote with respect to such matter.
Non-voted shares will have no effect on the matters brought to a vote at the
Meeting. Abstentions from voting on any of the proposals brought to a vote at
the Meeting will have the effect of votes against the particular proposal.

PROPOSAL FOR ELECTION OF DIRECTORS
- ----------------------------------

The Board of Directors is currently comprised of five directors elected
in three classes (the "Classes"), with two Class I directors, two Class II
directors and one Class III director. Directors in each class hold office for
three-year terms. The terms of the Classes are staggered so that the term of one
Class terminates each year. The term of the current Class II directors expire at
the 1998 Annual Meeting and when their respective successors have been duly
elected and qualified.

The Board of Directors has nominated S. Lee Kling and Joseph P. Klock,
Jr. for election as directors in Class II with a term of office of three years
expiring at the Annual Meeting of Shareholders to be held in 2001. In order to
be elected as a director, a nominee must receive a plurality of affirmative
votes cast by the shares present or represented at a duly convened meeting.
Shareholders have no right to vote cumulatively.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
NOMINEES FOR THE CLASS II DIRECTORS.

INFORMATION AS TO NOMINEES AND OTHER DIRECTORS
- ----------------------------------------------

The following information concerning principal occupation or employment
during the past five years and age has been furnished to the Company by the
nominees for the Class II directors, and by the directors in Classes III and I
whose terms expire at the Company's Annual Meeting of Shareholders in 1999 and
2000, respectively, and when their respective successors have been duly elected
and qualified.

NOMINEES FOR DIRECTOR
- ---------------------

CLASS II
- --------

PRINCIPAL OCCUPATION CURRENT
OR EMPLOYMENT DURING DIRECTOR TERM
NAME AGE THE PAST FIVE YEARS SINCE EXPIRES
---- --- ------------------- ----- -------

S. Lee Kling 69 Chairman of the Board 1993 1998
of Kling Rechter & Co.,
a merchant banking
company

Joseph P. Klock, Jr. 49 Chairman and Managing 1987 1998
Partner of Steel, Hector
& Davis, a law firm
located in Miami, Florida

DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING
- ---------------------------------------------------------------------

CLASS III
- ---------

PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING DIRECTOR TERM
NAME AGE THE PAST FIVE YEARS SINCE EXPIRES
---- --- ------------------- ----- -------

Nick A. Caporella 62 Chairman of the Board, 1985 1999
Chief Executive Officer,
and President of National
Beverage Corp.

CLASS I
- -------

PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING DIRECTOR TERM
NAME AGE THE PAST FIVE YEARS SINCE EXPIRES
---- --- ------------------- ----- -------

Joseph G. Caporella 38 Executive Vice President 1987 2000
and Corporate Secretary
of National Beverage Corp.

Samuel C. Hathorn, Jr. 55 President of Trendmaker 1997 2000
Development Co., a subsidiary
of Weyerhauser Co.

Additional information regarding the nominees for election as director and the
continuing directors of the Company is as follows:

NOMINEES
- --------

S. Lee Kling has served as Chairman of the Board of Kling Rechter &
Co., a merchant banking company, since December 1, 1991. Mr. Kling served as
Chairman of the Board of Landmark Bancshares Corp., a bank holding company
located in St. Louis, Missouri, from 1974 through December 1991, when the
Company merged with Magna Group, Inc. He served additionally as that company's
Chief Executive Officer from 1974 through October 1990. Mr. Kling also serves on
the Board of Directors of Bernard Chaus, Inc., Electro Rent Corp., Falcon
Products, Inc., Hanover Direct, Inc., Lewis Galoob Toys, Inc., Magna Group,
Inc., and Top Air Manufacturing, Inc.

Joseph P. Klock, Jr. is Chairman and Managing Partner of Steel, Hector
& Davis, a law firm located in Miami, Florida, and has been a partner of the
firm since 1977.

CONTINUING DIRECTORS
- --------------------

Nick A. Caporella has served as Chairman of the Board, President, Chief
Executive Officer, and

Chief Financial Officer of the Company since the Company was founded in 1985.
Mr. Caporella served as President and Chief Executive Officer (since 1976) and
Chairman of the Board (since 1989) of Burnup & Sims Inc. ("Burnup") until March
11, 1994. Since January 1, 1992, Mr. Caporella's services are provided to the
Company through Corporate Management Advisers, Inc. (the "Management Company"),
a company which he owns. See "Certain Relationships and Related Party
Transactions".

Joseph G. Caporella has served as Executive Vice President and
Corporate Secretary of the Company since January 1991. From January 1990 to
January 1991, he served as Executive Vice President of BevCo Sales, Inc., a
subsidiary of the Company. Mr. Joseph G. Caporella is the son of Mr. Nick A.
Caporella.

Samuel C. Hathorn, Jr. has served as President of Trendmaker
Development Co. since 1981. Trendmaker Development Co. is a subsidiary of
Weyerhauser Co., an entity engaged in the business of real estate development
and headquartered in Houston, Texas.

INFORMATION REGARDING MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors held five meetings during the fiscal year ended
May 2, 1998 ("Fiscal 1998"). The Board of Directors has standing Audit,
Compensation and Stock Option, and Nominating Committees.

The members of the Company's Audit Committee are Messrs. Kling
(Chairman), Klock and Hathorn. During Fiscal 1998, the Audit Committee held
three meetings. The principal functions of the Audit Committee are to recommend
to the Board of Directors the engagement of the independent accountants of the
Company and review with the independent accountants and the Company's internal
audit department the scope and results of audits, the internal accounting
controls of the Company, audit practices and the professional services furnished
by the independent accountants.

The members of the Company's Compensation and Stock Option Committee
are Messrs. Klock (Chairman), Kling, Hathorn and Joseph G. Caporella. During
Fiscal 1998, the Compensation and Stock Option Committee held one meeting. The
principal functions of the Compensation and Stock Option Committee are to review
and approve all salary arrangements, including annual incentive awards, for
officers and employees of the Company and to administer the Company's employee
benefit plans.

The members of the Company's Nominating Committee are Messrs. Nick A.
Caporella (Chairman) and Kling. During Fiscal 1998, the Nominating Committee
held two meetings. The Nominating Committee recommends to the Board of Directors
candidates for election to the Board of Directors. The Nominating Committee will
consider any nomination made by any shareholder of the Company in accordance
with the procedures set forth in the Company's Certificate of Incorporation.

Each director attended all of the meetings of the Board and Committees
on which he serves.

DIRECTOR COMPENSATION

Officers of the Company who are also directors do not receive any fee
or remuneration for services as members of the Board of Directors or of any
Committee of the Board of Directors. In Fiscal 1998, non-management directors
received a retainer fee of $15,000 per annum, a fee of $600 for each board
meeting attended and a fee of $400 ($600 in the case of a committee chairman)
for each committee meeting attended.

During Fiscal 1998, each of Messrs. Kling, Klock and Hathorn received a
grant of options under the Company's Key Employee Equity Partnership Program to
purchase 3,000 shares of Common Stock as a result of the purchase by each such
person of 6,000 shares of the Company's Common Stock on the open market.

PROPOSAL TO AMEND THE SPECIAL STOCK OPTION PLAN TO INCREASE BY 160,000 SHARES

The Board of Directors has adopted, subject to shareholder approval at
the Meeting, an amendment to the Company's Special Stock Option Plan (the
"Special Stock Option Plan") which would increase by 160,000 shares the number
of shares issuable thereunder.

The Special Stock Option Plan provides for the granting of stock
options or other stock-based awards to key employees, consultants and advisors
that have the capacity to contribute materially to the combined growth, success,
performance and management of the Company. The Special Stock Option Plan is
administered by the Compensation and Stock Option Committee and stock options
and other stock-based awards may be granted to such individuals and on such
terms and conditions as determined by the Compensation and Stock Option
Committee.

The Compensation and Stock Option Committee reviewed the number of
shares available for grant under the Special Stock Option Plan and concluded
that the Special Stock Option Plan did not currently authorize a sufficient
number of shares to establish appropriate long-term incentives and achieve
Company objectives. The Compensation and Stock Option Committee believes that a
key element of compensation is stock-based incentive compensation, thereby
providing substantial motivation for superior performance and aligning
participants' interests with those of the shareholders. In order to provide the
Company with greater flexibility to adapt to changing economic and competitive
conditions, and to attract and retain key employees, consultants and advisors
who are important to the long-term success of the Company, the Board of
Directors adopted a resolution, subject to receipt of shareholder approval, to
amend the Special Stock Option Plan to increase the total number of shares
available for grant to 400,000, thus adding 160,000 more shares to the Special
Stock Option Plan. The purpose of the Special Stock Option Plan continues to be
to attract and retain the services of experienced and talented persons as
executives, key employees, consultants and advisors of the Company. The
affirmative vote of the holders of a majority of the shares of Common Stock
present in person or by proxy and entitled to vote at the Meeting is required
for the approval of the Amendment to the Special Stock Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE AMENDMENT TO THE SPECIAL STOCK OPTION PLAN.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows, for the fiscal years ended May 2, 1998, May
2, 1997 and April 27, 1996, the cash compensation paid by the Company to the
Chief Executive Officer and named executive officers of the Company.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
----------------------- -----------------------------
YEAR SALARY BONUS SECURITIES UNDERLYING OPTIONS
---- ------ ----- -----------------------------

Nick A. Caporella (1) 1998 -- -- --
Chairman of the Board, 1997 -- -- --
President, and Chief 1996 -- -- --
Executive Officer

Joseph G. Caporella 1998 $160,000 $109,240 --
Executive Vice 1997 $145,000 $96,600 20,000
President and 1996 $135,000 $80,794 13,000
Corporate Secretary

George Bracken (1)(2) 1998 $130,000 -- --
Vice President 1997 $130,000 $31,250 7,000
and Treasurer 1996 $114,000 $10,000 4,000

Robert S. Spindler (3) 1998 $119,270 --
Vice President and
Chief Administrative
Officer

Dean A. McCoy (4) 1998 $85,000 $15,000 --
Vice President- 1997 $81,000 $12,500 3,000
Controller 1996 $78,500 $12,500 3,000

(1) The services of Messrs. Nick Caporella and Bracken are provided to
the Company through the Management Company, an entity owned by Mr.
Caporella. See "CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS".

(2) Mr. Bracken has served as Vice President and Treasurer of the
Company since October 1996. From March 1994 through October 1996,
Mr. Bracken served in various capacities with the Management
Company. Prior to March 1994, Mr. Bracken served as Vice President
and Treasurer for Burnup & Sims Inc.

(3) Mr. Spindler commenced employment with the Company in July 1997.
Prior to that date, Mr. Spindler was Vice President and Chief
Financial Officer of Renaissance Cruises, Inc. from May 1994 to
August 1995, and Executive Vice President and Chief Financial
Officer of Brothers Gourmet Coffee, Inc., from February 1993 to
March 1994.

(4) Mr. McCoy has served as Vice President-Controller of the Company
since July 1993 and Controller since joining the Company in
December 1991.

OPTION GRANTS IN LAST FISCAL YEAR

No named Executive Officer received any option grants during Fiscal
1998.

AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND FISCAL 1998 YEAR-END OPTION
VALUES

No named executive officer exercised stock options during Fiscal 1998,
and no options have been granted to Mr. Nick A. Caporella since the Company's
inception in 1985. The following table sets forth information with respect to
the named executive officer concerning unexercised options held as of May 2,
1998:
10

NO. OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
---------------------------------------- ---------------------------------
OPTIONS OPTIONS (1)
------- -----------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

Joseph G. Caporella 69,200 43,800 $573,096 $318,744

George R. Bracken 4,400 6,600 26,988 40,482

Dean A. McCoy 19,200 14,800 152,604 114,666

(1) Amount reflects potential gains on outstanding options based on the
closing price of the Common Stock on May 1, 1998.

The Company does not maintain any reportable long-term incentive plans.

COMPENSATION COMMITTEE REPORT

The Compensation and Stock Option Committee of the Board of Directors
has furnished the following report:

Mr. Nick A. Caporella was not compensated by the Company or its
subsidiaries during the past fiscal year. The Management Company provides
management services to the Company and its subsidiaries through a group of
employees, including Nick A. Caporella, and receives a management fee from the
Company pursuant to the terms of a management agreement adopted in fiscal 1992
prior to the Company having publicly traded shares. (See "CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS".) The Management Company receives an annual base
fee from the Company equal to 1% of the consolidated net sales of the Company,
plus incentive compensation based upon certain factors to be determined by the
Compensation and Stock Option Committee of the Board of Directors. The Company
paid $4,007,000 for services rendered by the Management Company for the fiscal
year ended May 2, 1998. No incentive compensation has been incurred or approved
under the management agreement since its inception in fiscal 1992. In addition,
no options or other stock-based awards have been granted to Mr. Caporella since
the Company's formation in 1985.

The Company's compensation structure has been designed to enable the
Company to attract, motivate and retain top quality executives by providing a
fully competitive and comprehensive package which reflects individual
performance as well as annual incentive awards. The awards are payable in cash
and are based on the achievement of performance goals established by the
Committee, in consultation with the Chief Executive Officer. Consideration is
also given to comparable compensation data for persons holding similarly
responsible positions at other companies in determining appropriate compensation
levels. In addition, long-term, stock-based awards are granted to strengthen the
mutuality of interest between the executive and the Company's shareholders and
to motivate and reward the achievement of important long-term performance
objectives of the Company.

Long-term incentive compensation for executives currently consists of
stock-based awards made under the Company's 1991 Omnibus Incentive Plan, of
which there are outstanding stock options with vesting schedules typically of
five years. The Company issues stock awards with long-term vesting schedules to
increase the level of the executive's stock ownership by continued employment
with the Company.

In addition, long-term incentive compensation is awarded under the
National Beverage Corp. Key Employee Equity Partnership Program (the "KEEP
Program"). The KEEP Program is designed to positively align the interests
between the Company's executives and its shareholders beyond traditional option
programs while, at the same time, intending to stimulate and reward management
in "partnering-up" with the

Company in its quest to create shareholder value. The KEEP Program provides for
the granting of stock options to key employees, officers and directors of the
Company who invest their personal funds in the Common Stock. Participants who
purchase shares of the Common Stock in the open market receive grants of stock
options equal to 50% of the number of shares purchased up to a maximum of 6,000
shares in any two-year period. Options under the KEEP Program are automatically
forfeited in case of the sale of shares originally acquired by the participant.
The options are granted at an initial exercise price of 60% of the purchase
price paid for the shares acquired and reduce to the par value of the Common
Stock at the end of the six-year vesting period.

The Company's long-term incentive programs are intended to provide
rewards to executives only if value is created for shareholders over time and
the executive continues in the employ of the Company. The committee believes
that employees should have sufficient holdings of the Company's Common Stock so
that their decisions will appropriately foster growth in the value of the
Company. The committee reviews with the Chief Executive Officer the recommended
individual awards for those executives, other than the Chief Executive Officer,
and evaluates the scope of responsibility, strategic and operational goals of
individual contributions in making final awards under the 1991 Omnibus Incentive
Plan and determining participants in the KEEP Program.

Compensation and Stock Option Committee:

Mr. Joseph P. Klock, Jr.
Mr. S. Lee Kling
Mr. Joseph G. Caporella
Mr. Samuel C. Hathorn, Jr.

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on
the Company's Common Stock for the period from May 1, 1993 through May 2, 1998
with the cumulative total return of the S&P 500 Stock Index and a Company
constructed index of peer companies. Included in the Company constructed peer
group index are Coca-Cola Enterprises, Inc., Coca-Cola Bottling Co.
Consolidated, Cott Corporation and Whitman Corporation. The graph assumes that
the value of the investment was $100 on May 1, 1993 and that all dividends were
reinvested.

COMPARISON OF TOTAL RETURN SINCE MAY 1, 1993 OF NATIONAL
BEVERAGE COMMON STOCK, S&P 500, AND PEER GROUP COMPANIES

5/1/93 4/30/94 4/29/95 4/27/96 5/3/97 5/2/98
------ ------- ------- ------- ------ ------

National Beverage $100.00 $107.03 $154.93 $211.27 $450.65 $461.92
S&P 500 $100.00 $105.32 $123.72 $161.09 $201.58 $284.36
Peer Group $100.00 $130.00 $135.31 $175.24 $268.65 $425.85

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company is a party to a management agreement with Corporate
Management Advisers, Inc., a company owned by Nick A. Caporella. The management
agreement originated with the need to employ professionals that were
unaffordable at the early stages of the Company's development and the cost of
these professionals could be shared with others, thus allowing the Company to
have a more cost-effective structure.

The management agreement states that the Management Company is to
provide to the Company, subject to the direction and supervision of the Board of
Directors of the Company (i) senior corporate functions (including supervision
of the Company's financial, legal, executive recruitment, internal audit and
management information systems departments) as well as the services of a Chief
Executive Officer and (ii) services in connection with acquisitions,
dispositions and financings by the Company, including identifying and profiling
acquisition candidates, negotiating and structuring potential transactions and
arranging financing for any such transaction.

The Management Company receives an annual base fee from the Company
equal to one percent of the consolidated net sales of the Company, plus
incentive compensation based upon certain factors to be determined by the
Compensation and Stock Option Committee of the Board of Directors. The Company
has accrued $4,007,000, $3,854,000 and $3,504,000 for services rendered by the
Management Company for fiscal 1998, 1997 and 1996, respectively. No incentive
compensation has been incurred or approved under the management agreement since
its inception in fiscal 1992. (See "COMPENSATION COMMITTEE REPORT".) Effective
May 1, 1992, NewBevCo., Inc., a wholly-owned subsidiary of the Company, assumed
the obligations of the Company to pay any fees owed to the Management Company to
the extent the Management Company provides services to NewBevCo., Inc. and its
subsidiaries. Pursuant to its terms, the management agreement currently expires
on December 31, 2000.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The Company's financial statements for the fiscal years ended May 2,
1998, May 3, 1997 and April 27, 1996 have been examined by
PricewaterhouseCoopers LLP, independent certified public accountants.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
Meeting to make a statement if they so desire and they are expected to be
available to respond to appropriate questions.

Subsequent to the Meeting, the Company's Board of Directors intends to
review the appointment of independent certified public accountants for the next
fiscal year.

PROXY SOLICITATION

The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company. Proxies may be solicited by personal interview, mail,
telephone or facsimile. The Company will also request banks, brokers and other
custodian nominees and fiduciaries to supply proxy material to the beneficial
owners of the Company's Common Stock of whom they have knowledge, and the
Company will reimburse them for their expense in so doing. Certain directors,
officers and other employees of the Company may solicit proxies without
additional remuneration. The entire cost of the solicitation will be borne by
the Company.
13
DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS

The Board of Directors does not now intend to bring before the Meeting
any matters other than those disclosed in the Notice of Annual Meeting of
Shareholders, and it does not know of any business which persons other than the
Board of Directors intend to present at the Meeting. Should any other matter
requiring a vote of the shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by any
such proxy discretionary authority to vote the same in respect of any such other
matter in accordance with their best judgment.

Please date, sign and return the proxy at your earliest convenience in
the enclosed envelope addressed to the Company; no postage is required for
mailing in the United States. A prompt return of your proxy will be appreciated
as it will save the expense of further mailings.

By Order of the Board of Directors,

Nick A. Caporella
Chairman of the Board of Directors
Chief Executive Officer and President

September _____, 1998
Fort Lauderdale, FL

APPENDIX A

NATIONAL BEVERAGE CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 9, 1998
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby constitutes and appoints David J. Boden and Dean A.
McCoy, and each of them, with full power of substitution, attorneys and proxies
to represent and to vote all of the shares of Common Stock which the undersigned
would be entitled to vote, with all powers the undersigned would possess if
personally present, at the Annual Meeting of the Shareholders of NATIONAL
BEVERAGE CORP., to be held at the Hyatt Regency Hotel, Orlando International
Airport, 9300 Airport Boulevard, Orlando, FL 32827, on October 9, 1998, at 2:00
p.m. local time, and at any adjournments or postponements thereof, on all
matters coming before said meeting in the manner set forth below:

1. Election of Class II Directors for a term of three years:

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:

NOMINEES: S. Lee Kling
Joseph P. Klock, Jr.

(Mark only one of the following boxes)

[ ] VOTE FOR the nominees listed [ ] VOTE WITHHELD for the
above nominees listed above

2. To approve an Amendment to the Company's Special Stock Option Plan to
increase by 160,000 shares the number of shares issuable thereunder.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, upon any other matters which may properly come
before the meeting or any adjournments or postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION AS CLASS II DIRECTORS OF THE NOMINEES OF THE BOARD OF DIRECTORS
AND FOR THE AMENDMENT TO THE SPECIAL STOCK OPTION PLAN AND WITH DISCRETIONARY
AUTHORITY ON ALL MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.

The undersigned acknowledges receipt of the accompanying Proxy Statement dated
September ___, 1998.

PLEASE MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

(When signing as attorney, trustee, executor, administrator, guardian, corporate
officer or other representative, please give full title. If more than one
trustee, all should sign. Joint owners must each sign.)

[ ] Date: , 1998
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[ ] Date: , 1998
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Signature of Shareholder(s)